Pacific Current : PAC 2020 AGM Minutes

PACIFIC CURRENT GROUP LIMITED ("PAC" or "Company") ABN 39 006 708 792

Minutes of the 2020 Annual General Meeting of Members held virtually on Friday, 20 November 2020

Present: Tony Robinson, Chair

Paul Greenwood, MD & CEO and CIO

Jeremiah (Jerry) Chafkin, Non-executive Director

Melda Donnelly, Non-executive Director

Gilles Guérin, Non-executive Director

Peter Kennedy, Non-executive Director

Attending: David Griswold, General Counsel

Ashley Killick, Chief Financial Officer

Clare Craven, Company Secretary

Jon Corbett, Deloitte

1. Welcome, present and apologies

The Chair welcomed all attendees to the Company's virtual 2020 Annual General Meeting and having confirmed that a quorum was present participating via webcast or by Proxy in accordance with Section 6.4c (1), declared the meeting open at 10:00am AEDT.

2. Details of attendees

3 voting shareholders; 2 proxy holders representing a total of 126 shareholders (Chair of the Meeting representing 122 shareholders and ASA representing 4 shareholders), 0 corporate representatives, 11 non-voting shareholders and 20 visitors attended the meeting virtually.

The attendance report is attached to and forms part of these minutes as Attachment A.

3. Chair's Introduction

The Chair noted the Meeting Presentation Slides titled 'Pacific Current Group 2020 AGM Presentation" had been released to the ASX prior to the commencement of today's meeting.

4. Business Overview

Mr Greenwood and Mr Killick spoke to the Meeting Presentation Slides which provided an overview of business operations, financial performance and strategic outlook. The Meeting Slides are attached to and form part of these minutes as Attachment B.

5. Notice of Meeting

The Chair reported that the Notice of Meeting (Notice) outlining the business to be dealt with at the Meeting, was dispatched to all shareholders on 16 October 2020. A copy of the Notice was tabled and was taken as read and is attached to and forms part of these minutes at Attachment C.

6. Meeting and Voting Procedure

The Chair explained the Meeting and Voting procedures. He advised that voting on all resolutions set out in the Notice would be decided by poll. He advised all open proxy votes held by him as Chair would be voted in favour of all Resolutions

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7. Consideration of Reports

The Chair tabled the 2020 Annual Report which was taken as READ and is attached to and forms part of these minutes at Attachment D.

The Chair reported that no written questions for the Auditor had been received from shareholders prior to the meeting, pursuant to section 250PA(1) of the Corporations Act 2001 (Cth) (Corporations Act).

The Chair provided shareholders with a reasonable opportunity to ask questions about, or comment on, the Reports, the management of the Company, the content of the auditor's report to be considered at the Meeting or the conduct of the audit of the annual financial report to be considered at the Meeting. The Chair read out relevant questions received from Shareholders prior to the meeting and the Chair and Mr Greenwood answered those questions and other questions raised by shareholders present online.

8. Resolutions

The Chair passed the Chair of the Meeting to Peter Kennedy.

9.1 Resolution 1 - Re-election of Antony (Tony) Robinson

The Chair introduced Resolution 1 and advised that the directors, with Tony Robinson abstaining, unanimously recommended shareholders vote in favour of this resolution.

The Chair provided shareholders with a reasonable opportunity to ask questions about or comment on Resolution 1. There were no questions from the shareholders present.

The Chair put the following resolution to the meeting.

"That Antony (Tony) Robinson, a Non-Executive Director retiring in accordance with rule 7.1(d) of the Constitution, being eligible, is re-elected as a Non-Executive Director of Pacific Current Group Limited."

For the purposes of section 251AA of the Corporations Act, the results of the Meeting are set out in Attachment E, which is attached to and form part of these minutes, and includes a summary of the poll voting results and votes by proxies on each resolution considered at the Meeting.

Passed on a poll as an ordinary resolution.

Mr Kennedy passed the Chair of the Meeting to Mr Robinson.

9.2 Resolution 2 - Re-election of Peter Kennedy

The Chair introduced Resolution 2 and advised that the directors, with Peter Kennedy abstaining, unanimously recommended shareholders vote in favour of this resolution.

The Chair provided shareholders with a reasonable opportunity to ask questions about or comment on Resolution 2. There were no questions from the shareholders present.

The Chair put the following resolution to the meeting.

"That Peter Kennedy, a Non-Executive Director retiring in accordance with rule 7.1(d) of the Constitution, being eligible, is re-elected as a Non-Executive Director of Pacific Current Group Limited."

For the purposes of section 251AA of the Corporations Act, the results of the Meeting are set out in Attachment E, which is attached to and form part of these minutes, and includes a summary of the poll voting results and votes by proxies on each resolution considered at the Meeting.

Passed on a poll as an ordinary resolution.

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9.3 Resolution 3 - Remuneration Report

The Chair introduced Resolution 3 and advised that:

1. in accordance with section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company; and
2. the Board unanimously recommended shareholders vote in favour of this resolution.

The Chair provided shareholders with a reasonable opportunity to ask questions about or comment on Resolution 3. The Chair noted that a large number of questions on the Remuneration Report had been received from one shareholder prior to the AGM. The Chair responded to the key themes raised by those questions. There were no questions from the shareholders present.

The Chair put the following resolution to the meeting.

"That the Remuneration Report for the year ended 30 June 2020 (set out in the Directors' Report), is adopted."

For the purposes of section 251AA of the Corporations Act, the results of the Meeting are set out in Attachment E, which is attached to and form part of these minutes, and includes a summary of the poll voting results and votes by proxies on each resolution considered at the Meeting.

Passed on a poll as an advisory resolution.

9.4 Resolution 4 - Increase in Non-Executive Director's Fee Pool

The Chair introduced Resolution 4 and advised that as the Directors have an interest in this resolution, the Directors have not made a recommendation on this resolution.

The Chair provided shareholders with a reasonable opportunity to ask questions about or comment on Resolution 4. There were no questions from the shareholders present.

The Chair put the following resolution to the meeting.

"To approve, in accordance with ASX Listing Rule 10.17 and article 7.3(b) of the Company's Constitution, the increase in total aggregate maximum annual remuneration payable to Non- Executive Directors of the Company by way of Directors' fees from $650,000 to a maximum of $750,000."

For the purposes of section 251AA of the Corporations Act, the results of the Meeting are set out in Attachment E, which is attached to and form part of these minutes, and includes a summary of the poll voting results and votes by proxies on each resolution considered at the Meeting.

Passed on a poll as an ordinary resolution.

9.5 Resolution 5 - Adoption of new Constitution

The Chair introduced Resolution 5 and advised that the directors, unanimously recommended shareholders vote in favour of this resolution.

The Chair provided shareholders with a reasonable opportunity to ask questions about or comment on Resolution 5. There were no questions from the shareholders present.

The Chair put the following resolution to the meeting.

"That in accordance with section 139 of the Corporations Act, and for all other purposes, the existing constitution of the company be repealed and, in its place, a constitution in the form presented to the meeting, and signed by the Chair for the purposes of identification, be adopted as a new constitution of the Company."

For the purposes of section 251AA of the Corporations Act, the results of the Meeting are set out in Attachment E, which is attached to and form part of these minutes, and includes a

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summary of the poll voting results and votes by proxies on each resolution considered at the Meeting.

Passed on a poll as a special resolution.

9. OTHER BUSINESS

There was no further business discussed.

10. MEETING CLOSE

There being no further business, the Chair closed the meeting at 11.20am (AEDT).

Signed by the Chair on behalf of the Board as a true and correct record of the meeting for entry in the Minute Book.

________________________

Chair

Date: 10.12.20

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Tacoma // Denver // Sydney // Melbourne

ASX ANNOUNCEMENT

20 November 2020

2020 Annual General Meeting Presentation

Pacific Current Group Limited (ASX:PAC), a global multi-boutique asset management firm, is pleased to provide its 2020 Annual General Meeting Presentation for release to the market.

AUTHORISED FOR LODGEMENT BY: Paul Greenwood

Managing Director & Chief Executive Officer and Chief Investment Officer

CONTACT

For Investor Enquiries:

• Paul Greenwood - Managing Director & CEO and CIO - ([phone]

For Media Inquiries in the US:

• Jessica Hedden [e-mail]- ([phone]

-ENDS-

ABOUT PACIFIC CURRENT GROUP

Pacific Current Group Limited is a multi-boutique asset management firm dedicated to providing exceptional value to shareholders, investors and partners. We apply our strategic resources, including capital, institutional distribution capabilities and operational expertise to help our partners excel. Following the sale of Seizert, Pacific Current Group has investments in 14 boutique asset managers globally.

Pacific Current Group Limited (ABN 39 006 708 792)

Level 29, 259 George Street, Sydney NSW 2000 Australia

www.paccurrent.com

Tel: [phone] // Fax: [phone]

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